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Chugai Pharmaceutical : Voting Results (Extraordinary Report) of the 115th Annual General Meeting of Shareholders
Chugai Pharmaceutical : Voting Results (Extraordinary Report) of the 115th Annual General Meeting of

About this update from Chugai Pharmaceutical Co., Ltd.
Extraordinary Report March 27, 2026 (TRANSLATION) Note for readers of this English translation On March 27, 2026, Chugai Pharmaceutical Co., Ltd. filed its Japanese-language Extraordinary Report ( Rinji Houkokusho ) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Company's shareholders' voting results for proposals acted upon at the 115th Annual General Meeting of Shareholders held on March 26 2026, pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report. Reason for submitting the Extraordinary Report Given that resolutions were made for the proposals at the 115th Annual General Meeting of Shareholders (the "Meeting") held on March 26, 2026, Chugai Pharmaceutical Co., Ltd. (the "Company") submits this Extraordinary Report under the provisions of Article 24-5 , Paragraph 4,of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc. (the "Report"). Contents of the Report Date when the Meeting was held; March 26, 2026 Matters for resolution First Proposal: Appropriation of Surplus Year-end dividend JPY 147 per share of common stock of the Company Second Proposal: Election of Nine (9) Directors Elect Osamu Okuda, Iwaaki Taniguchi, Hitoshi, Fumio Tateishi, Hideo Teramoto, Kinuko Mitani, Thomas Schinecker, Teresa A. Graham and Boris L. Zaïtra as Directors of the Company. Third Proposal: Revision of Stock Compensation System for Directors Revision to Trust-Based Stock Compensation System for Directors (excluding Non-Executive Directors) in place of the restricted stock compensation. The maximum amount of money to be contributed by the Company to the Trust shall be JPY 450 million per fiscal year, and the maximum number of the Company's shares to be delivered to Directors shall be 150,000 shares per fiscal year. Proposal For Against Abstention Ratio of favorable votes Results First Proposal 15,046,460 20,998 959 99.85% Approved Second Proposal Osamu Okuda 11,730,887 3,311,486 26,014 77.85% Approved Iwaaki Taniguchi 14,477,943 562,352 28,119 96.08% Approved Hitoshi Iikura 14,480,030 560,264 28,119 96.09% Approved Fumio Tateishi 14,560,076 507,382 959 96.63% Approved Hideo Teramoto 14,579,923 487,536 959 96.76% Approved Kinuko Mitani 14,787,633 279,829 959 98.14% Approved Thomas Schinecker 14,478,968 561,326 28,119 96.09% Approved Teresa A. Graham 14,487,208 553,086 28,119 96.14% Approved Boris L. Zaïtra 14,262,207 778,077 28,119 94.65% Approved Third Proposal 15,009,113 58,340 959 99.61% Approved Number of voting rights concerning the indication of "for", "against" or "abstention" for each proposal; and Requirements for approving the proposals: Results of the resolutions Notes: Requirements for the approval of each proposal are as follows: The resolution for the First and Third Proposals must be adopted by the majority of the votes of the shareholders present who are entitled to exercise their voting rights. The resolution for the Second Proposal must be adopted by a majority of the votes of the shareholders present at the Meeting where the number of the voting rights of the shareholders present, amounts to one-third (1/3) or more. Reason why a portion of the voting rights held by the shareholders present at the Meeting held on March 26, 2026, was not added to the number of voting rights Because in terms of Japanese Companies Act, the required majority approval for each proposal was met by the votes exercised prior to the Meeting held on March 26, 2026, as well as the votes exercised by a portion of shareholders present and confirmed by the Company at the Meeting held on March 26, 2026; and the voting rights of the shareholders present at the Meeting held on March 26, 2026, untraceable with the final decision of "for", "against" or "abstention" as to each proposal were not tallied.
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